SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2000
GLOBALNET, INC.
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(Exact name of registrant as specified in its charter)
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Nevada 000-27469 87-0635536
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification Number)
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721 East Madison, VillaPark, Illinois 60181
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (630) 279-9720
RICH EARTH, INC.
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On May 30, 2000, GlobalNet International, Inc., a Delaware corporation ("GII"),
merged (the "Merger") with a wholly-owned Delaware corporation subsidiary of
Rich Earth, Inc., a Nevada corporation (the "Company"), with GII being the
surviving corporation. As was contemplated by the Plan and Agreement of Merger,
signed on March 22, 2000 ( incorporated by reference herein to the Company's
Preliminary Information Statement on Schedule 14C dated May 10, 2000), the
shareholders of GII received 20,000,000 shares of common stock of the Company,
representing approximately 65% of the outstanding shares, and the prior
shareholders of the Company retained approximately 10,450,746 shares.
The shareholders of the Company previously approved the Merger by means of a
Consent of Shareholders, as reported in the Company's Definitive Information
Statement on Schedule 14C filed with the Securities and Exchange Commission on
May 20, 2000 (the "Information Statement"). As reported in the Information
Statement, the Company's Board of Directors and management resigned and were
replaced with GII's Board of Directors and management. Reference is made to the
Information Statement for a description of the business of GII, which is now the
business of the Company after the Merger, and the new Board of Directors and
management of the Company.
In connection with the Merger the name of Rich Earth, Inc. was changed to
GlobalNet, Inc.and began trading its common stock (former symbol: RCER.OB) on
the NASD OTC Bulletin Board on May 31, 2000 under the symbol "GBNE.OB".
The surviving corporation will continue the existing businesses conducted by
GII. The Merger was approved by the shareholders of each of the Company and GII.
Except as contemplated by the Merger, the shareholders of GlobalNet
International, Inc., had no material relationship with the Company or its
affiliates. The amount of the consideration paid was determined by arms' length
negotiations between the Company and the GII shareholders. The acquisition will
be accounted for under the purchase method of accounting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
Financial statements of GlobalNet International, Inc. for the periods
specified in Regulation S-X will be included in an amendment to this report as
soon as practicable, but not later than 60 days after the date on which this
report is required to be filed.
(b) Pro forma financial information
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Pro forma financial statements for the periods specified in Regulation S-X will
be included in an amendment to this report as soon as practicable, but not later
than 60 days after the date on which this report is required to be filed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as a part of this report.
99.1 Press release dated May 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
GLOBALNET, INC.
(Registrant)
By: /s/ Robert Donahue
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Robert Donahue
Chairman & President
Dated: June 13, 2000
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EXHIBIT INDEX
99.1 Press Release dated May 31, 2000
